Plusnet Business General Terms
The Contract begins on the date Plusnet communicates its acceptance of the Customer's order for the Service and continues until ended by the Customer or Plusnet in accordance with this Contract.
1.2 The Service commences on the Service Start Date.
1.3 Where Plusnet sells equipment to the Customer, the equipment is designed for use with the service and is guaranteed for the Minimum Period. If the equipment is faulty upon arrival please notify us that it is faulty and we will send you a replacement service as soon as possible. Plusnet do not accept any liability for late deliveries or deliveries lost in the post. Plusnet or the manufacturer will not accept liability for equipment damaged by the Customer in or outside of the Minimum Period.
2. Provision of the Service
Site Preparation, Access and Installation
2.1 The Customer agrees to prepare the Site according to any instructions Plusnet may give and to provide Plusnet with reasonable access to the Site for the purposes of the Contract. The Customer agrees to provide at its expense a suitable place and conditions for Plusnet Equipment and, where required, a continuous mains electricity supply and connecting points.
2.2 The Customer will obtain any permission needed for Plusnet to put Plusnet Equipment on the Site.
2.3 The Customer and Plusnet will meet each other's reasonable safety and security requirements when on the Site. The Customer and Plusnet agree to look after each other's equipment on the Site. If the Customer or Plusnet damages the other's equipment it must pay for any repair or replacement needed. This does not apply where the damage results from normal use.
2.4 Plusnet will try to provide the Service by any date agreed with the Customer, but all dates are estimates, unless the Service Schedule says otherwise.
2.5 The Customer will be responsible for making the Site good, after any work has been undertaken by Plusnet at the Site, including putting items back and for re-decorating.
2.6 The Customer will not permit or make without limitation any attempt to disassemble, deconstruct, break down, hack or otherwise interfere with any Plusnet Equipment.
2.7 The costs for onsite managed installs will vary per site/customer requirement. The Customer understands Plusnet cannot confirm costs until completion of a site survey and the Customers requirements are understood, documented and agreed between Plusnet, its third party agents and the Customer.
Faults and Repair
2.8 Plusnet will try to provide uninterrupted service, but the Customer understands and agrees that from time to time faults may occur.
2.9 If the Customer reports a fault in the Service Plusnet will repair the fault in accordance with the Service Schedule. If Plusnet agrees to work outside the hours specified in the Contract or if the Customer reports a fault and Plusnet finds there is none or that the Customer has caused the fault, Plusnet may apply a charge. This charge will be as detailed in the Contract or if not detailed in the Contract based on Plusnet's reasonable costs.
3. Regulations and use of the service
3.1 Any Customer Equipment must be:
(a) technically compatible with the Service and not harm Plusnet's network or another customer's equipment;
(b) connected using the applicable Plusnet network termination point, unless the Customer has Plusnet's permission to connect by another means, and used in compliance with any relevant instructions, standards or laws; and
(c) adequately protected by the Customer against viruses and other breaches of security.
3.2 The Service must not be used:
(a) in any way that is unlawful or in contravention of any licence, code of practice, instructions or guidelines issued by a regulatory authority, third person's rights or Plusnet's Acceptable Use Policy located at www.plus.net/help/legal/acceptable-use-policy; or
(b) to send, communicate, knowingly receive, upload, download or use any material or make any calls that are offensive, abusive, indecent, defamatory, obscene, menacing, cause annoyance, inconvenience, needless anxiety or are intended to deceive; or
(c) in any way Plusnet considers is or is likely to be detrimental to the provision of the Service to the Customer or service to any of Plusnet's other customers.
3.3 The Customer will comply with Plusnet's reasonable instructions regarding health, security, safety or the quality of the Service.
3.4 The Customer is responsible for the proper use of User Security Details, if any, and must take all necessary steps to ensure they are kept confidential, secure and not made available to unauthorised persons.
3.5 If the Customer believes that any User Security Details are or are likely to be used in an unauthorised way, the Customer must inform Plusnet immediately.
3.6 Plusnet does not guarantee the security of the Service against unauthorised or unlawful access or use. If Plusnet believes there is or is likely to be a breach of security or misuse of the Service Plusnet may:
(a) change and/or suspend the User Security Details (and notify the Customer that it has done this); or
(b) require the Customer to change the User Security Details.
3.7 Where the Service allows access to the internet the Customer understands and agrees that the use of the internet is at the Customer's own risk.
3.8 Where Plusnet provides the Customer with Content, the Customer's use of the Content is at the Customer's own risk. The Customer understands and agrees that:-
(a) the Content may change from time to time;
(b) the Content can only be used for its own purposes and is protected by copyright, trademark, and other Intellectual Property Rights. The Customer must not copy, store, adapt, modify, transmit, distribute externally, play or show in public, broadcast or publish any part of the Content;
(c) Plusnet does not guarantee the accuracy or completeness of the Content;
(d) some of the Content will have its own terms and conditions. These may be displayed online or elsewhere. If the Customer accesses this Content the Customer must keep to these terms and conditions; and
(e) access to any Content provided on a subscription basis as part of the Service will cease when this Contract ends.
3.9 Occasionally, for operational reasons, Plusnet may:-
(a) change the codes or numbers given to the Customer, or the way Plusnet provides the Service, provided that any change to the way Plusnet provides the Service does not significantly affect the performance or functionality of the Service; or
(b) interrupt or suspend Service. If this happens Plusnet will restore the Service as quickly as possible.
3.10 The Customer does not own any number or have any right to sell the number related to the Service.
3.11 The Customer will indemnify Plusnet against any claims or legal proceedings that are brought or threatened against Plusnet by a third party because the Service is or has been used in breach of clauses 3.1-3.6 and 3.8 (b). Plusnet will notify the Customer of any such claims or proceedings and keep the Customer informed as to the progress of such claims or proceedings.
Monitoring and recording calls
3.12 Plusnet may monitor and record calls relating to customer services and telemarketing. Plusnet does this for training purposes and to improve the quality of its customer services.
4. Charges and payments
4.1 Charges for the Service are as detailed in the Charges Schedule and calculated using the details recorded by Plusnet.
4.2 The Customer is responsible for and must pay the charges for the Service whether the Service is used by the Customer or someone else.
4.3 Plusnet will publish bills online at Member Centre. Unless otherwise stated in the Service Schedule, Plusnet will make its first bill available online at Member Centre shortly after providing the Service, and then at regular intervals, usually every month. Sometimes Plusnet may send the Customer a bill at a different time.
4.4 The Customer will be liable for charges for the Service from the Service Start Date, unless otherwise stated in the Service Schedule.
4.5 Unless otherwise stated in the Service Schedule the Customer agrees to pay:
(a) in advance for subscription, rental, and other recurring charges (including inclusive usage charges); and
(b) in arrears for usage (excluding inclusive usage charges), connection and any other non-recurring charges. Where possible the charges will appear on the Customer's next bill but sometimes there may be a delay.
4.6 All charges are exclusive of VAT which is chargeable at the applicable rate, unless otherwise provided in the Service or Charges Schedule.
4.7 As part of its credit management procedures, Plusnet may at any time:
(a) require the Customer to pay a deposit or provide a guarantee as security for payment of future bills by the means requested by Plusnet; and/or
(b) carry out a credit vet of the Customer. The Customer agrees to provide Plusnet with any information Plusnet may reasonably require for this.
4.8 Payment is due on the date specified on the bill, unless otherwise stated in the Service Schedule.
4.9 The Customer must pay all charges by direct debit, or debit or credit card, unless otherwise advised by Plusnet.
4.10 If the Customer disputes any charge on a bill the Customer will notify Plusnet online using the Help Assistant tool in writing within 30 days of the date of the bill with all relevant information. Where the disputed amount is:-
(a) less than 5% of the total bill, the Customer will pay the full amount of the bill; or
(b) more than 5% of the total bill, the Customer must pay the amount not in dispute.
Any disputes will be resolved promptly and the resolved amount if any is payable immediately.
4.11 If Plusnet does not receive payment by the due date, Plusnet may charge the Customer:
(a) any late payment charge as referred to in the Service Schedule; and/or
(b) daily interest on late payments at a per annum rate equal to 7% above the base lending rate of the European Central Bank for the period beginning on the date on which payment is due and ending on the date on which payment is made.
4.12 If the Customer does not pay a bill, Plusnet may instruct a debt collection agency to collect payment (including any interest and/or late payment charges) on its behalf. If Plusnet instructs an agency, the Customer must pay Plusnet an additional sum. This will not exceed the reasonable costs Plusnet has to pay to the agency, who will add the sum to the Customer's outstanding debt on Plusnet's behalf.
4.13 If any sum owed by the Customer to Plusnet under the Contract or any contract with Plusnet is not paid by the due date, Plusnet may deduct this sum from any payment or credit due to the Customer under the Contract or any other contract with Plusnet.
4.14 Plusnet may check the Customer's details with a fraud prevention agency. If the Customer provides information that Plusnet reasonably believes to be false or incorrect and Plusnet suspects fraud, Plusnet may record this information with a fraud prevention agency. Plusnet and other organisations may use and search this information.
5. Changing the contract
5.1 Plusnet can change the Contract (including the charges) at any time and will publish any change in line with clause 5.2.
5.2 Unless otherwise stated in the Service Schedule, Plusnet will publish any changes to the Contract (including the charges) online at http://www.plus.net (or any other online address that Plusnet may advise the Customer), and/or in accordance with clause 9.9, as follows:
(a) for changes that are to the Customer's significant detriment, at least 14 days before the change is to take effect; and
(b) for all other changes at least one day before the change is to take effect.
6. Ending this contract
6.1 The Customer may cancel the Contract or the Service at any time before Plusnet provides the Service. The Customer will pay Plusnet the cancellation charge specified in clause 4.8 of the Broadband Service Schedule.
6.2 The Contract or the Service may be ended by either party on 30 days written notice to the other unless otherwise stated in the Service Schedule.
6.3 If the Customer or Plusnet ends the Contract or the Service during the Minimum Period the Customer will pay Plusnet the termination charges as set out in the Charges Schedule. This clause will not apply if:
(a) the Customer ends the Contract or Service during the Minimum Period because Plusnet is in material breach of this Contract; or
(b) the Customer gives notice to end the Contract within 30 days of Plusnet notifying the Customer of an increase to the charges or changes to the Business General Terms in either case to the Customer's significant detriment; or
(c) Plusnet ends the Contract or the Service during the Minimum Period for convenience; or
(d) the Contract ends because either clause 8.7 or 9.1(c) applies.
6.4 The Customer may end this Contract if:
(a) Plusnet materially breaches the Contract and, if the breach is capable of remedy, fails to put right the breach within a reasonable time of being asked by the Customer to do so; or
(b) insolvency proceedings are brought against Plusnet or Plusnet makes an arrangement with its creditors or a receiver, an administrative receiver or an administrator is appointed over any of Plusnet's assets or Plusnet goes into liquidation or a corresponding event under Scottish Law.
6.5 Plusnet may suspend the Service or end the Contract, or both, at any time without notice if:
(a) the Customer breaches the Contract or any other contract that the Customer has with Plusnet and, if the breach is capable of remedy, fails to put right the breach within a reasonable time of being asked by Plusnet to do so. In this clause breach includes non-payment of any valid invoice by the due date; or
(b) Plusnet reasonably believes that the Service is being used in a way forbidden by clauses 3.1–3.6 and 3.8 (b). This applies even if the Customer is unaware that the Service is being used in such a way; or
(c) bankruptcy or insolvency proceedings are brought against the Customer or the Customer does not make any payment under a judgement of a Court on time or the Customer makes an arrangement with its creditors or a receiver, an administrative receiver or an administrator is appointed over any of the Customer's assets or the Customer goes into liquidation or a corresponding event under Scottish Law.
The Customer will continue to pay the charges during any period of suspension.
6.6 If the Contract ends Plusnet will refund any money owed to the Customer after first deducting any money due to Plusnet under this Contract or any other contract that Plusnet has with the Customer.
7. Limitation of liability
7.1 Neither the Customer nor Plusnet excludes or restricts its liability for death or personal injury caused by its own negligence or the negligence of its employees or agents acting in the course of their employment or agency or for fraudulent misrepresentation or to any extent not permitted by law.
7.2 Subject to clauses 7.1 and 7.3, the Customer and Plusnet's liability to the other under or in connection with the Contract for any direct loss or damage arising from any one incident or series of connected incidents in any period of 12 months is limited to the amounts specified in the Service Schedule.
7.3 Neither the Customer or Plusnet will be liable to the other (whether in contract, tort, under statute, for misrepresentation or otherwise (including in each case negligence) and whether or not the party concerned was advised in advance of the possibility of such loss or damage, for:
(a) any of the following types of loss or damage whether direct, indirect or consequential howsoever arising under or in connection with the Contract or any part of it: loss of profit, loss of revenue, loss of anticipated savings, loss of opportunity, loss of business, wasted expenditure, loss from business interruption, loss of contracts, loss from expenditure of time by managers and employees, liability to third parties, pecuniary losses arising from goodwill, or loss of or damage to goodwill; or
(b) any indirect or consequential loss or damage whatsoever.
7.4 Nothing in this clause 7 or in the Contract excludes or limits the Customer's liability to pay (without set off) the charges.
7.5 The limitations of liability referred to in clauses 7.2 and 7.3 above will not apply in respect of claims brought under clauses 3.12 and 8.4.
7.6 Clause 7.5 will not apply to any obligation to pay charges or to clauses 3.11 and 8.5.
7.7 Each part of this clause operates separately. If any part of a clause is held by a Court to be unreasonable or inapplicable the rest of the clause shall continue to apply.
7.8 The Customer is responsible for reviewing whether the Customer should enter into a business continuity insurance contract.
8. Intellectual property and confidentiality
8.1 Except as expressly set out in the Contract, the Customer and Plusnet do not acquire any rights or licences to the other's Intellectual Property Rights.
8.2 If Software is provided to enable the Customer to receive and use the Service, Plusnet grants the Customer for the duration of the Contract a non-exclusive, non-transferable licence to use such Software for its own use. Unless otherwise agreed in writing, any licence granted by Plusnet under this clause 8.2 will end when the Contract is terminated.
8.4 Except as permitted by applicable law or as expressly permitted under the Contract the Customer must not, without Plusnet's prior written consent, copy, de-compile or modify any software, copy manuals or documentation or permit anyone else to do so.
8.5 Plusnet will indemnify the Customer against all claims and proceedings arising from infringement of any third person's Intellectual Property Rights by the provision of the Service to the Customer. This indemnity does not apply to claims or proceedings arising from:
(a) the use of the Service in conjunction with any equipment, software or any other service not supplied by Plusnet; or
(b) any modification which was not made by Plusnet or with Plusnet's prior written consent; or
(c) designs or specifications supplied by the Customer; or
(d) the use of the Service other than in accordance with the terms of the Contract; or
(e) breach by the Customer of clause 3.8 (d) or 8.3.
8.6 As a condition of this indemnity in clause 8.5 the Customer must:-
(a) notify Plusnet promptly in writing of any allegation of infringement;
(b) make no admission relating to the infringement;
(c) allow Plusnet to conduct all negotiations and proceedings in respect of any such claims and give Plusnet all reasonable assistance in doing so (Plusnet will pay the Customer's reasonable expenses for such assistance); and
(d) allow Plusnet to modify the Service as set out in clause 8.7.
8.7 If the Service becomes, or Plusnet believes it is likely to become, the subject of a claim of infringement of any Intellectual Property Rights Plusnet, at its option and expense, may secure for the Customer a right of continued use or modify or replace the Service so that it is no longer infringing, provided that the modification or replacement does not materially affect the performance of the Service. If the indemnity in clause 8.5 applies and none of the remedies in this clause is available to Plusnet on reasonable terms, Plusnet may notify the Customer and terminate the Service without liability to the Customer.
8.8 Except to the extent any disclosure is required by law and as set out in clause 8.9 Plusnet and the Customer will keep in confidence any information, whether written or oral, of a confidential nature obtained under or in connection with the Contract. The Customer and Plusnet will not, without the consent of the other, disclose such information to any person other than:
(a) their Group Company employees, Agents of or professional advisers who need the information in order for the Customer or Plusnet to fulfil its obligations under the Contract; or
(b) in the case of the Customer, its Users to the extent that they are required to use or access the Service; or
(c) in the case of Plusnet, the employees or professional advisers of its suppliers who need the information in order for Plusnet to fulfil its obligations under the Contract.
8.9 Information Plusnet holds about the Customer may be used for fraud prevention and credit vetting purposes and this may include Plusnet sharing such information with third party companies including other communication companies.
8.10 Information will not be treated as confidential if it is:
(a) in the public domain other than in breach of the Contract; or
(b) lawfully in the possession of the Customer or Plusnet before disclosure has taken place; or
(c) obtained from a third person who is free to disclose it; or
(d) replicated independently by someone without access or knowledge of the Information.
8.11 Where the Freedom of Information Act 2000 applies to the Customer and the Customer receives a request under the Act that includes any information held by the Customer that was provided by Plusnet in connection with the Contract the Customer will:-
(a) notify Plusnet immediately of the request; and
(b) give Plusnet at least five Working Days to make representations.
9. Miscellaneous terms
Matters Beyond Reasonable Control
9.1 (a) If the Customer or Plusnet is unable to perform, or is delayed in performing, any obligation under the Contract because of something beyond its reasonable control including act of God, lightning, flood, exceptionally severe weather, epidemic, pandemic, fire, explosion, war, civil disorder, industrial disputes or acts or omissions of local or central government or other competent authorities, or beyond the reasonable control of its suppliers, it will have no liability to the other for that failure or delay in performing.
(b) Plusnet will not be liable for failure to or delay in supplying the Service if:
(i) another supplier delays or refuses the supply of an electronic communications service to Plusnet and no alternative service is available at reasonable cost; or
(ii) legal or regulatory restrictions are imposed that prevent Plusnet from supplying the Service.
(c) If any of the events detailed in clauses 9.1(a) or 9.1(b) continue for more than three months the Customer or Plusnet may terminate the Contract in whole or part by written notice to the other.
Escalation and Dispute Resolution
9.2 Plusnet will try to work through any dispute that the Customer may have with Plusnet. If this does not resolve the dispute then the Customer may refer the matter to the relevant dispute resolution service where appropriate, in accordance with the details set out in Plusnet's Code of Practice.
Transfer of Rights and Obligations
9.3 The Customer and Plusnet may not transfer any of their rights or obligations under the Contract without the written consent of the other, except that:
(a) the Customer may transfer its rights or obligations or both to a Group Company with the written consent of Plusnet, such consent not to be unreasonably withheld or delayed; and
(b) Plusnet may transfer its rights or obligations or both to a Group Company without consent provided that it notifies the Customer that it has done so.
9.4 If any term of the Contract is held invalid, illegal or unenforceable by any court of competent jurisdiction, it will be severed and the remaining terms will continue in full force as if the Contract had been made without the invalid, illegal or unenforceable terms.
9.5 Clauses 4.12, 8.8, 8.9 and 8.11 will survive the termination or expiry of this Contract for two years.
9.6 (a) The Contract contains the entire agreement between the Customer and Plusnet and replaces all previous written or oral agreements relating to its content.
(b) The Customer and Plusnet agree that:
(i) they have not been induced to enter into the Contract by, nor have they relied on, any statement, representation, warranty or other assurance not expressly incorporated; and
(ii) in connection with the Contract their only rights and remedies in relation to any statement, representation, warranty or other assurance are for breach of the Contract and that all other rights and remedies are excluded.
(c) The terms of clauses 9.6(a) and 9.6(b) will not affect the rights or remedies of the Customer and Plusnet for any fraudulent misrepresentation.
9.7 A failure or delay by the Customer or Plusnet to exercise any right or act upon a breach under the Contract will not be a waiver of that right or breach. If the Customer or Plusnet waives a right or breach of the Contract, that waiver is limited to the particular right or breach.
Rights of Third Parties
9.8 A person who is not the Customer or Plusnet (including an employee, the officer, agent, representative or subcontractor of the Customer or Plusnet) has no right under Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. This does not affect any right or remedy that exists or is available apart from that Act.
9.9 Notices given under the Contract must be in writing and delivered to the following addresses unless otherwise stated in the Contract:
(a) to Plusnet at the address shown on the bill or any address which Plusnet provides to the Customer for this purpose; or
(b) to the Customer at any one or more of the following: the address to which the Customer asks Plusnet to send bills or the address of the Site or the Customer's primary email address or if the Customer is a limited company, its registered office.
This clause does not apply to notices given under clauses 1.1, 4.2 and 5.1.
9.10 The Customer must inform Plusnet immediately if there is any change to any of the contact information the Customer provided to Plusnet.
Law and Jurisdiction
9.11 The Contract is governed by the law of England and Wales and is subject to the non-exclusive jurisdiction of the English courts.
9.12 The Customer and Plusnet will comply with their respective obligations under the Data Protection Act 1998 and any data protection, privacy or similar laws that apply to any personal data processed in connection with the Contract. The Customer and Plusnet will provide such help and co-operation as is reasonably necessary or requested by the other to enable compliance with this clause.
9.13 Plusnet may take instructions from a person whom it thinks, with good reason, is acting with the Customer's permission.
10.1 In the Contract the following terms have the meanings shown next to them: